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EX-4.1 3 p67384a1exv4w1.txt EX-4.1 Exhibit 4.1 COMMON STOCK COMMON STOCK NUMBER [SMARTDISK LOGO] SHARES SMDK 0893 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 83169Q 10 5 This Certifies that is the Registered Holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF SMARTDISK CORPORATION transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [SMARTDISK CORPORATION CORPORATE SEAL 1997 DELAWARE LOGO] /s/ Michael S. Battaglia /s/ Tim Tomlinson PRESIDENT SECRETARY Countersigned and Registered AMERICAN STOCK TRANSFER & TRUST COMPANY Transfer Agent and Registrar By Authorized Signature SMARTDISK CORPORATION The Corporation will furnish to any shareholder upon request and without charge a full statement of: (a) the designations, relative rights, preferences and limitations applicable to each class of capital stock authorized to be issued; (b) the variations in rights, preferences and limitations determined for each series authorized to be issued within each such class; and (c) the authority of the Board of Directors to determine such variations for subsequent series. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - (Cust)________ Custodian (Minor)________ under Uniform Gifts to Minors Act (State)________ Additional abbreviations may also be used though not in the above list. For Value Received________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) _______________________________________ shares of the capital stock represented by the within Certificate and does hereby irrevocably constitute and appoint___ ________________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated_______________________________ SIGNED:_________________________________ SIGNED:_________________________________ NOTICE: The signature(s) on this assignment must conform in all respects with the name as written upon the face of this certificate. IMPORTANT: THE SIGNATURE(S) MUST BE GUARANTEED BY A ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. 17Ad 15..